Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jan. 31, 2015 | Mar. 17, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Alternative Energy & Environmental Solutions, Inc. | |
Entity Central Index Key | 1504239 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -24 | |
Document Type | 10-Q | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 44,835,506 |
Condensed_Balance_Sheets_Unaud
Condensed Balance Sheets (Unaudited) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
Current Assets | ||
Cash | $27 | $177,181 |
Total Assets | 27 | 177,181 |
Current Liabilities | ||
Accounts Payable & Accrued Expenses | 143,304 | 218,727 |
Accrued Interest Payable | 7,822 | 4,313 |
Notes Payable | 140,478 | 26,034 |
Loan payable Notes Payable - Related Party | 100,000 | |
Total Liabilities | 291,604 | 349,074 |
Commitments and Contingencies (See Note 5) | ||
Stockholders' Deficiency | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized,18,506,528 shares and 18,406,528 issued and outstanding, respectively | 1,851 | 1,841 |
Additional paid-in capital | 1,358,326 | 1,087,328 |
Accumulated deficit | -1,651,754 | -1,261,062 |
Total Stockholders' Deficiency | -291,577 | -171,893 |
Total Liabilities and Stockholders' Deficiency | $27 | $177,181 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (Unaudited) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 18,506,528 | 18,406,528 |
Common stock, shares outstanding | 18,506,528 | 18,406,528 |
Condensed_Statements_of_Operat
Condensed Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Operating Expenses | ||||
Professional fees | $9,550 | $12,313 | $18,670 | $23,340 |
Consulting Expense | 15,000 | 13,500 | 80,500 | 27,163 |
Stock Based Compensation - Settlement Agreement | 260,000 | |||
General and administrative | 17,244 | 36,458 | 21,880 | 42,373 |
Total Operating Expenses | 41,794 | 62,271 | 381,050 | 92,876 |
LOSS FROM OPERATIONS BEFORE INCOME TAXES | -41,794 | -62,271 | -381,050 | -92,876 |
Other Expenses | ||||
Interest Expense | -6,002 | -5,059 | -9,642 | -8,394 |
Provision for Income Taxes | ||||
NET LOSS | ($47,796) | ($67,330) | ($390,692) | ($101,270) |
Net Loss Per Share - Basic and Diluted | $0 | $0 | ($0.02) | ($0.01) |
Weighted average number of shares outstanding during the period - Basic and Diluted | 18,506,528 | 18,077,550 | 18,469,907 | 18,077,550 |
Condensed_Statement_of_Changes
Condensed Statement of Changes in Stockholders' Equity (Deficiency) (Unaudited) (USD $) | Total | Preferred Stock | Common stock | Additional paid-in capital | Accumulated Deficit |
Beginning Balance at Aug. 01, 2014 | ($171,893) | $1,841 | $1,087,328 | ($1,261,062) | |
Beginning Balance (Shares) at Aug. 01, 2014 | 18,406,528 | ||||
In kind contribution of services | 7,800 | 7,800 | |||
Payments of expenses on the Company's behalf | -2,612 | 2,612 | |||
Stock based compensation - settlement | 260,000 | 10 | 259,990 | ||
Stock based compensation - settlement, Share | 100,000 | ||||
In kind contribution of interest | 596 | 596 | |||
NET LOSS | -390,692 | -390,692 | |||
Balance at Jan. 31, 2015 | ($291,577) | $1,851 | $1,358,326 | ($1,651,754) | |
Balance (Shares) at Jan. 31, 2015 | 18,506,528 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Cash Flows Used in Operating Activities: | ||
Net Loss | ($390,692) | ($101,270) |
Adjustments to reconcile net loss to net cash used in operations | ||
Bad debt expense | 25,000 | |
Stock based compensation - settlement agreement | 260,000 | |
In-kind contribution of services | 7,800 | 7,800 |
In-kind contribution of interest | 596 | 363 |
Payments of expenses on the Company's behalf | 2,612 | |
Changes in operating assets and liabilities: | ||
Increase in note receivable | -25,000 | |
Increase (Decrease) in accounts payable and accrued expenses | -71,914 | 26,981 |
Net Cash Used In Operating Activities | -191,598 | -66,126 |
Cash Flows From Financing Activities: | ||
Proceeds from note payable | 114,444 | |
Proceeds from loan payable- Related party | 101,500 | |
Repayment of loan payable - Related party | -100,000 | -11,217 |
Net Cash Provided by Financing Activities | 14,444 | 90,283 |
Net Increase (Decrease) in Cash | -177,154 | 24,157 |
Cash at Beginning of Period | 177,181 | 125 |
Cash at End of Period | 27 | 24,282 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes |
Summary_of_Significant_Account
Summary of Significant Accounting Policies and Organization | 6 Months Ended |
Jan. 31, 2015 | |
Summary of Significant Accounting Policies and Organization [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
(A) Organization and Basis of Presentation | |
Alternative Energy and Environmental Solutions, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 10, 2010. | |
On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.”. | |
The Company’s new business model relates to using its license to diagnose illness in humans via a saliva test (see Note 9 for details regarding the license). The Company is no longer engaged in the extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. | |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. | |
It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | |
(B) Use of Estimates | |
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include valuation of equity based on transactions and the valuation on deferred tax assets. | |
(C) Cash and Cash Equivalents | |
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At January 31, 2015 and July 31, 2014, the Company had no cash equivalents. | |
(D) Loss Per Share | |
In accordance with the accounting guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |
Since the Company reflected a net loss for the six months ended January 31, 2015 and 2014, the effect of 5,826,122 and 5,826,122 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented. | |
(E) Income Taxes | |
The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
(F) Business Segments | |
The Company operates in one segment and therefore segment information is not presented. | |
(G) Revenue Recognition | |
The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. | |
(H) Fair Value of Financial Instruments | |
The carrying amounts on the Company’s financial instruments including accounts payable and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. | |
(I) Recent Accounting Pronouncements | |
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the year ended July 31, 2014. | |
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. As of August 31, 2014, we have adopted the provisions of this ASU. |
Notes_Payable
Notes Payable | 6 Months Ended |
Jan. 31, 2015 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 2 NOTES PAYABLE |
On October 10, 2014, the Company issued an unsecured promissory note to an unrelated party in the amount of $100,000 which is due on or before the 90th day from October 10, 2014. The note bears interest at a rate of 9% per annum. As of January 31, 2015, the Company recorded $2,796 in accrued interest and the note is in default. | |
On August 29, 2014 the Company entered into a promissory note with an unrelated party. This is a non-interest bearing loan for $14,444 and is due on demand. For the six months ended January 31, 2015 the Company recorded $494, as an in-kind contribution of interest | |
On November 13, 2012, the Company received $6,034 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2013 the Company recorded $387 as an in-kind contribution of interest. For the six months ended January 31, 2015 and 2014 the Company recorded $101 and $191 respectively, as an in-kind contribution of interest (see Note 4(A)). | |
On August 23, 2011, the Company issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payments. Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is able to make such payments. As of January 31, 2015 and July 31, 2014, the Company recorded $4,298 and $3,585, in accrued interest, respectively. |
Notes_Payable_Related_Party
Notes Payable - Related Party | 6 Months Ended |
Jan. 31, 2015 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTY | NOTE 3 NOTES PAYABLE - RELATED PARTY |
On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 which is due on February 3, 2014. The note bears interest at a rate of 8% per annum.. On August 1, 2014 the Company repaid the $100,000 note and $5,333 of accrued interest. As of January 31, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (see Note 6). | |
During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand.. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6). | |
On June 10, 2013, the Company received $7,694 from a related party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. For the year ended July 31, 2014 the Company recorded $129 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6). |
Stockholders_Deficiency
Stockholders' Deficiency | 6 Months Ended | |||||||||
Jan. 31, 2015 | ||||||||||
Stockholders' Deficiency [Abstract] | ||||||||||
STOCKHOLDERS' DEFICIENCY | NOTE 4 STOCKHOLDERS’ DEFICIENCY | |||||||||
(A) In-Kind Contribution | ||||||||||
For the six months ended January 31, 2015, a shareholder of the Company contributed services having a fair value of $7,800 (See Note 6). | ||||||||||
For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 6). | ||||||||||
For the six months ended January 31, 2015, the Company recorded a total of $596 as an in-kind contribution of interest (See Notes 2 & 6). | ||||||||||
For the year ended July 31, 2014, the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 6). | ||||||||||
(B) Warrants | ||||||||||
The following tables summarize all warrant grants for the six months ended January 31, 2015, and the related changes during these periods are presented below. | ||||||||||
Number of | Weithted Average Exercise | |||||||||
Warrants | ||||||||||
Warrants | ||||||||||
Balance at July 31, 2014 | 5,826,122 | $ | 0.83 | |||||||
Granted | - | - | ||||||||
Exercised | - | - | ||||||||
Forfeited | - | - | ||||||||
Balance at January 31, 2015 | 5,826,122 | 0.83 | ||||||||
Warrants exercisable at January 31, 2015 | 5,826,122 | $ | 0.83 | |||||||
Of the total warrants outstanding, 5,826,122 are fully vested, exercisable and non-forfeitable. | ||||||||||
These warrants are immediately exercisable at $0.83 per share and are immediately callable by the Company if the Company’s common stock trades for a period of 20 consecutive days at an average trading price of $1.00 per share or greater. This option gives the Company the right, but not the obligation to repurchase the shares of common stock. During the six months ended January 31, 2015 and year ended July 31, 2014, the average trading price exceeded $1.00 per share and the options are callable by the Company, although none have been called to date. | ||||||||||
During the year ended July 31, 2014, the Company issued 328,978 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,056. | ||||||||||
(C) Payments made on the Company’s behalf | ||||||||||
For the six months ended January 31, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital. | ||||||||||
(D) Common stock issued in connection with release and settlement agreement | ||||||||||
For the six months ended January 31, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share), in connection with the release and settlement agreement entered into on October 7, 2014 (See Note 5). |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||
Jan. 31, 2015 | |||
Commitments and Contingencies [Abstract] | |||
COMMITMENTS AND CONTINGENCIES | NOTE 5 COMMITMENTS AND CONTINGENCIES | ||
On June 4, 2010, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $4,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement. | |||
On August 1, 2014, the Company entered into an Employment Agreement with a member of the board of directors to serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. Pursuant to the Agreement and in consideration for his services as the sole officer of the Company, the Company immediately issued 25 million shares of the Company’s common stock to the new CEO. At the time, the CEO had control of over 50% of the Company’s common stock, giving the CEO control of the Company. In addition, pursuant to the Agreement, the CEO was to be paid $240,000 in base salary per year and, once a Certificate of Designation of “Series A Preferred Stock” was filed with the Secretary of State of the State of Nevada, the CEO was to be issued shares of the Company’s Series A Series Preferred Stock. Subsequently, on October 7, 2014, the Company entered into a settlement and release agreement with the CEO. In connection with the release and settlement agreement, the CEO submitted his resignation and the future issuance of shares of preferred stock was cancelled. | |||
In addition, the Company agreed to the following additional terms in connection with the release: | |||
● | Payment of $40,000 to the old CEO which represented two months of salary. This was paid during October 2014. | ||
● | Payment of a one-time consulting fee of $12,000 to the old CEO. This was paid during October 2014. | ||
● | The old CEO has returned the physical share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company instructed its transfer agent to cancel these 25 million shares. This occurred on December 11, 2014. | ||
● | The Company is required to: (i) issue 100,000 shares of the Company’s common stock to the old CEO; and (ii) change its name from Unique Growing Solutions to another name. For the six months ended January 31, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share) (See Note 4(D)) and the name had not yet been changed. | ||
● | In the event that an additional agreed upon event occurs, the Company shall issue an additional 100,000 shares of the Company’s common stock to the old CEO. During the six months ended January 31, 2015, no additional agreed upon events have occurred. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jan. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 RELATED PARTY TRANSACTIONS |
On November 19, 2014, the Company recorded $7,500 as a bonus to the current CEO for his extra time involved with negotiating and concluding the settlement and release agreement with the former CEO. | |
On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 due February 3, 2014 and bearing interest at a rate of 8% per annum. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payments. On August 1, 2014 the Company repaid $100,000 of the loan balance and $5,333 of accrued interest. As of January 31, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (See Note 3). | |
For the six months ended January 31, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 4 (C)). | |
During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)). | |
During the year ended July 31, 2013 the Company received $7,694 from a related party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)). | |
For the six months ended January 31, 2015, the Company recorded a total of $596 as an in-kind contribution of interest (See Notes 2 & 4). | |
For the year ended July 31, 2014 the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 4(B)). | |
For the six months ended January 31, 2015, a shareholder of the Company contributed services having a fair value of $7,800 (See Note 4 (A)). | |
For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 4(A)). |
Note_Receivable
Note Receivable | 6 Months Ended |
Jan. 31, 2015 | |
Note Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 7 NOTE RECEIVABLE |
On November 13, 2013 the Company advanced $25,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The Company recorded an allowance for doubtful accounts of $25,000 as of January 31, 2015 and July 31, 2014 for this note. |
Going_Concern
Going Concern | 6 Months Ended |
Jan. 31, 2015 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 8 GOING CONCERN |
As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $291,577, used cash in operations of $191,598 and has a net loss of $390,692 for the six months ended January 31, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jan. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS |
On February 25, 2015, the Company entered into a License Agreement with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation over which Dr. Raouf Guirguis has sole control. Pursuant to the License Agreement, the Company agreed to pay $1,000 to Lamina in exchange for an exclusive worldwide license to Lamina’s intellectual property relating to diagnosing illness in humans via a saliva test. In addition, the Company will pay total regulatory milestone payments of up to $10,000 and a royalty of 7.5% of Net Sales to Lamina. | |
Simultaneously, on February 25, 2015, the Company entered into two separate Cancellation Agreements, one with the then sole officer and sole director, and one with an affiliate of the Company under which a total of 11,500,000 shares of the Company’s common stock, par value $0.0001 per share, were cancelled and in return the two persons received an aggregate of $115,000. | |
Simultaneously, on February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, within twenty days of the Employment Effective Date, the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). The Stock Issuance resulted in a change of control of the Company. On February 25, 2015, there were 18,836,528 shares of the Company’s common stock outstanding (including the shares issued pursuant to the warrant exercise discussed below). With the cancellation of the 11,500,000 shares of the Company’s common stock pursuant to the Cancellation Agreements, there were 7,336,528 shares of common stock outstanding. With the Stock Issuance, there are, as of the date of this Report, 44,836,528 shares of common stock outstanding. Dr. Guirguis chose to have the Company issue 1,500,000 of the Stock Issuance shares to a member of the Company’s board of directors and 10,000,000 shares of the Stock Issuance shares to other people. Dr. Guirguis now controls 26,000,000 shares directly and 2,500,000 shares indirectly via his wife’s ownership of those shares. Dr. Guirguis controls approximately 63.56% of the Company’s shares. | |
On February 25, 2015, the Company issued 330,000 shares of common stock, in connection with the exercise of stock warrants, for proceeds of $273,900. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies and Organization (Policies) | 6 Months Ended |
Jan. 31, 2015 | |
Summary of Significant Accounting Policies and Organization [Abstract] | |
Organization and Basis of Presentation | (A) Organization and Basis of Presentation |
Alternative Energy and Environmental Solutions, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 10, 2010. | |
On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.”. | |
The Company’s new business model relates to using its license to diagnose illness in humans via a saliva test (see Note 9 for details regarding the license). The Company is no longer engaged in the extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. | |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. | |
It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. | |
Use of Estimates | (B) Use of Estimates |
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include valuation of equity based on transactions and the valuation on deferred tax assets. | |
Cash and Cash Equivalents | (C) Cash and Cash Equivalents |
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At January 31, 2015 and July 31, 2014, the Company had no cash equivalents. | |
Loss Per Share | D) Loss Per Share |
In accordance with the accounting guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. | |
Since the Company reflected a net loss for the six months ended January 31, 2015 and 2014, the effect of 5,826,122 and 5,826,122 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented. | |
Income Taxes | (E) Income Taxes |
The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |
Business Segments | (F) Business Segments |
The Company operates in one segment and therefore segment information is not presented. | |
Revenue Recognition | (G) Revenue Recognition |
The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. | |
Fair Value of Financial Instruments | (H) Fair Value of Financial Instruments |
The carrying amounts on the Company’s financial instruments including accounts payable and notes payable, approximate fair value due to the relatively short period to maturity for these instruments. | |
Recent Accounting Pronouncements | (I) Recent Accounting Pronouncements |
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the year ended July 31, 2014. | |
In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. As of August 31, 2014, we have adopted the provisions of this ASU. |
Stockholders_Deficiency_Tables
Stockholders' Deficiency (Tables) | 6 Months Ended | |||||||||
Jan. 31, 2015 | ||||||||||
Stockholders' Deficiency [Abstract] | ||||||||||
Summary of warrants granted | Number of | Weithted Average Exercise | ||||||||
Warrants | ||||||||||
Warrants | ||||||||||
Balance at July 31, 2014 | 5,826,122 | $ | 0.83 | |||||||
Granted | - | - | ||||||||
Exercised | - | - | ||||||||
Forfeited | - | - | ||||||||
Balance at January 31, 2015 | 5,826,122 | 0.83 | ||||||||
Warrants exercisable at January 31, 2015 | 5,826,122 | $ | 0.83 | |||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies and Organization (Details Textual) (USD $) | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | |
Segment | |||
Summary of Significant Accounting Policies and Organization (Textual) | |||
Cash equivalents | $0 | $0 | |
Number of segment | 1 | ||
Warrant [Member] | |||
Summary of Significant Accounting Policies and Organization (Textual) | |||
Anti-dilutive securities excluded from computation of earnings per share | 5,826,122 | 5,826,122 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Dec. 28, 2011 | Aug. 23, 2011 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Aug. 29, 2014 | Nov. 13, 2012 | Jul. 31, 2013 | Nov. 04, 2013 | Oct. 10, 2014 | |
Notes Payable (Textual) | ||||||||||
Principal amount of unsecured promissory note | $10,000 | $10,000 | ||||||||
Interest rate on unsecured promissory note, per annum | 6.00% | 6.00% | ||||||||
Unsecured promissory note due date | 28-Dec-12 | 23-Aug-12 | ||||||||
Accrued Interest | 4,298 | 3,585 | ||||||||
Proceeds from note payable | 114,444 | |||||||||
In kind contribution of interest | 596 | 557 | ||||||||
Unrelated party [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Principal amount of unsecured promissory note | 100,000,000 | |||||||||
Interest rate on unsecured promissory note, per annum | 9.00% | |||||||||
Proceeds from note payable | 14,444 | 6,034 | ||||||||
In kind contribution of interest | 101 | 191 | 387 | |||||||
Related party [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
In kind contribution of interest | 129 | |||||||||
Notes Payable [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Accrued Interest | 2,796 | |||||||||
In kind contribution of interest | 494 | |||||||||
Notes Payable [Member] | Related party [Member] | ||||||||||
Notes Payable (Textual) | ||||||||||
Principal amount of unsecured promissory note | 100,000 | |||||||||
Interest rate on unsecured promissory note, per annum | 8.00% | |||||||||
Unsecured promissory note due date | 3-Feb-14 | |||||||||
Accrued Interest | $0 | $6,060 | $5,333 |
Notes_Payable_Related_Party_De
Notes Payable - Related Party (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||
Dec. 28, 2011 | Aug. 23, 2011 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Jun. 10, 2013 | Aug. 01, 2014 | Nov. 04, 2013 | Jul. 31, 2013 | |
Notes Payable Related Party (Textual) | |||||||||
Principal amount of unsecured promissory note | $10,000 | $10,000 | |||||||
Interest rate on unsecured promissory note, per annum | 6.00% | 6.00% | |||||||
Unsecured promissory note due date | 28-Dec-12 | 23-Aug-12 | |||||||
Accrued Interest | 4,298 | 3,585 | |||||||
In kind contribution of interest | 596 | 557 | |||||||
Repayment of note payable to related party | 100,000 | 11,217 | |||||||
Proceeds from related party note | 101,500 | ||||||||
Notes Payable [Member] | |||||||||
Notes Payable Related Party (Textual) | |||||||||
Accrued Interest | 2,796 | ||||||||
In kind contribution of interest | 494 | ||||||||
Related party [Member] | |||||||||
Notes Payable Related Party (Textual) | |||||||||
In kind contribution of interest | 129 | ||||||||
Proceeds from related party note | 7,694 | ||||||||
Related party [Member] | Notes Payable [Member] | |||||||||
Notes Payable Related Party (Textual) | |||||||||
Principal amount of unsecured promissory note | 100,000 | ||||||||
Interest rate on unsecured promissory note, per annum | 8.00% | ||||||||
Unsecured promissory note due date | 3-Feb-14 | ||||||||
Accrued Interest | 0 | 6,060 | 5,333 | ||||||
Repayment of note payable to related party | 100,000 | ||||||||
Related party expenses | 1,500 | 2,023 | |||||||
Related party [Member] | In Exchange for Notes Payable [Member] | |||||||||
Notes Payable Related Party (Textual) | |||||||||
In kind contribution of interest | $42 |
Stockholders_Deficiency_Detail
Stockholders' Deficiency (Details) (Warrant [Member], USD $) | 6 Months Ended |
Jan. 31, 2015 | |
Warrant [Member] | |
Summary of warrants granted and related changes during period | |
Number of warrant, Beginning Balance | 5,826,122 |
Number of Warrants Granted | |
Number of warrant, Exercised | |
Number of Warrants Forfeited | |
Number of warrant, Ending Balance | 5,826,122 |
Number of Warrants, Exercisable | 5,826,122 |
Weighted Average Exercise Price, Beginning Balance | $0.83 |
Weighted Average Exercise Price, Granted | |
Weighted Average Exercise Price, Exercised | |
Weighted Average Exercise Forfeited | |
Weighted Average Exercise Price, Ending Balance | $0.83 |
Weithted Average Exercise Price, Exercisable | $0.83 |
Stockholders_Deficiency_Detail1
Stockholders' Deficiency (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | |
Stockholders' Equity (Textual) | |||
In kind contribution of services | $7,800 | $15,600 | |
In kind contribution of interest | 596 | 557 | |
Exercise price of warrants | $0.83 | ||
Rights to call the warrants, Description | Company's common stock trades for a period of 20 consecutive days at an average trading price of $1.00 per share or greater. | ||
Average trading price exceeded | $1 | $1 | |
Common stock shares issued | 100,000 | 328,978 | |
Proceeds from issuance of common stock | 260,000 | 273,056 | |
Legal expenses paid by related party on behalf of company | ($2,612) | ||
Share price | $2.60 | ||
Warrant [Member] | |||
Stockholders' Equity (Textual) | |||
Total number of warrants outstanding | 5,826,122 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jun. 04, 2010 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Oct. 07, 2014 | Aug. 01, 2014 | |
Commitments and Contingencies (Textual) | ||||||||
Administrative and other miscellaneous services | $4,500 | |||||||
Common stock shares issued | 100,000 | 328,978 | ||||||
Common stock shares issued, Value | 260,000 | 273,056 | ||||||
Share price | $2.60 | $2.60 | ||||||
Consulting fee | 15,000 | 13,500 | 80,500 | 27,163 | ||||
Chief Executive Officer [Member] | ||||||||
Commitments and Contingencies (Textual) | ||||||||
Common stock shares issued | 100,000 | |||||||
Shares issued for services | 25,000,000 | |||||||
Percentage of ownership | 50.00% | |||||||
Salary | 40,000 | 240,000 | ||||||
Consulting fee | $12,000 | |||||||
Returning common stock certificates | 25,000,000 | |||||||
Common stock cancelled | 25,000,000 | |||||||
Additional shares of common stock issued | 100,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 28, 2011 | Aug. 23, 2011 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2014 | Nov. 19, 2014 | Jun. 10, 2013 | Aug. 01, 2014 | Nov. 04, 2013 | Jul. 31, 2013 | |
Related Party Transactions (Textual) | ||||||||||
Principal amount of unsecured promissory note | $10,000 | $10,000 | ||||||||
Interest rate on unsecured promissory note, per annum | 6.00% | 6.00% | ||||||||
Unsecured promissory note due date | 28-Dec-12 | 23-Aug-12 | ||||||||
Repayment of loan balance to related party | 100,000 | 11,217 | ||||||||
Accrued Interest | 4,298 | 3,585 | ||||||||
In kind contribution of interest | 596 | 557 | ||||||||
In kind contribution of services | 7,800 | 15,600 | ||||||||
Proceeds from related party note | 101,500 | |||||||||
Payments of expenses on the Company's behalf | -2,612 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Recording bonus amount | 7,500 | |||||||||
Notes Payable [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Accrued Interest | 2,796 | |||||||||
In kind contribution of interest | 494 | |||||||||
Related party [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
In kind contribution of interest | 129 | |||||||||
Proceeds from related party note | 7,694 | |||||||||
Related party [Member] | Notes Payable [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Principal amount of unsecured promissory note | 100,000 | |||||||||
Interest rate on unsecured promissory note, per annum | 8.00% | |||||||||
Unsecured promissory note due date | 3-Feb-14 | |||||||||
Repayment of loan balance to related party | 100,000 | |||||||||
Accrued Interest | 0 | 6,060 | 5,333 | |||||||
Related party expenses | 1,500 | 2,023 | ||||||||
Related party [Member] | In Exchange for Notes Payable [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
In kind contribution of interest | $42 |
Note_Receivable_Details
Note Receivable (Details) (USD $) | Jan. 31, 2015 | Jul. 31, 2014 | Nov. 13, 2013 |
Note Receivables [Abstract] | |||
Notes receivable advances to unrelated party | $25,000 | ||
Allowance for doubtful accounts | $25,000 | $25,000 |
Going_Concern_Details
Going Concern (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Going Concern (Textual) | ||||
Working capital and stockholders' deficiency | $291,577 | |||
Net cash used in operating activities | -191,598 | -66,126 | ||
Net Loss | ($47,796) | ($67,330) | ($390,692) | ($101,270) |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | 1 Months Ended |
Jan. 31, 2015 | Jul. 31, 2014 | Feb. 25, 2015 | |
Subsequent Event [Line Items] | |||
Number of share of common stock issue | 100,000 | 328,978 | |
Common stock, shares outstanding | 18,506,528 | 18,406,528 | |
Dr. Guirguis [Member] | |||
Subsequent Event [Line Items] | |||
Number of share of common stock issue | 100,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of share of common stock issue | 330,000 | ||
Proceeds from warrant exercises | $273,900 | ||
Common stock, shares outstanding | 44,836,528 | ||
Subsequent Event [Member] | Indirectly ownership [Member] | |||
Subsequent Event [Line Items] | |||
Number of share of common stock issue | 2,500,000 | ||
Subsequent Event [Member] | License Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Pay to Lamina in exchange for worldwide license | 1,000 | ||
Total regulatory milestone payments | 10,000 | ||
Concentration risk percentage | 7.50% | ||
Subsequent Event [Member] | Employment Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Total number of share of common stock cancelled | 11,500,000 | ||
Number of share of common stock issue | 37,500,000 | ||
Common stock, shares outstanding | 7,336,528 | ||
Subsequent Event [Member] | Cancellation Agreements [Member] | |||
Subsequent Event [Line Items] | |||
Number of share of common stock returned in amount | 115,000 | ||
Total number of share of common stock cancelled | 11,500,000 | ||
Common stock per share price | $0.00 | ||
Subsequent Event [Member] | Dr. Guirguis [Member] | |||
Subsequent Event [Line Items] | |||
Number of share of common stock issue | 26,000,000 | ||
Annual salary | $350,000 | ||
Common stock, shares outstanding | 18,836,528 | ||
Percentage of control shares | 63.56% | ||
Subsequent Event [Member] | Director [Member] | |||
Subsequent Event [Line Items] | |||
Number of share of common stock issue | 1,500,000 | ||
Stock issued during period shares other | 10,000,000 |